Acknowledgements and Release Sample Clauses

Acknowledgements and Release. The Obligated Parties hereby acknowledge that: (a) they have no defenses, claims or set-offs to the enforcement of the Obligations on the date hereof; (b) to their knowledge, the Lenders and the Agent have fully performed all undertakings and obligations owed to the Obligated Parties as of the date hereof; and (c) except to the limited extent expressly set forth in this Amendment, the Lenders and the Agent do not waive, diminish or limit any term or condition contained in the Loan Agreement or any of the other Loan Documents. THE OBLIGATED PARTIES HEREBY IRREVOCABLY RELEASE AND FOREVER DISCHARGE EACH “INDEMNITEE” (AS DEFINED IN THE LOAN AGREEMENT) (EACH INDEMNITEE, A “RELEASED PERSON”) OF AND FROM ALL DAMAGES, LOSSES, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, ACTIONS OR CAUSES OF ACTION WHATSOEVER (EACH A “CLAIM”) THAT THE OBLIGATED PARTIES MAY NOW HAVE OR CLAIM TO HAVE AGAINST ANY RELEASED PERSON ON THE DATE HEREOF, WHETHER KNOWN OR UNKNOWN, OF EVERY NATURE AND EXTENT WHATSOEVER, FOR OR BECAUSE OF ANY MATTER OR THING DONE, OMITTED OR SUFFERED TO BE DONE OR OMITTED BY ANY INDEMNITEE THAT BOTH (I) OCCURRED PRIOR TO OR ON THE DATE HEREOF AND (II) IS ON ACCOUNT OF OR IN ANY WAY CONCERNING, ARISING OUT OF OR FOUNDED UPON THE LOAN AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR AGENT’S ADMINISTRATION OF AND ACTIONS UNDER THE LOAN AGREEMENT OF ANY OTHER LOAN DOCUMENT (EACH, A “RELEASED CLAIM”). THE OBLIGATED PARTIES INTEND THE ABOVE RELEASE OF RELEASED CLAIMS TO COVER, ENCOMPASS, RELEASE, AND EXTINGUISH, INTER ALIA, ALL CLAIMS THAT MIGHT OTHERWISE BE RESERVED BY THE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” THE OBLIGATED PARTIES ACKNOWLEDGE THAT THEY MAY HEREAFTER DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE NOW KNOWN OR BELIEVED TO BE TRUE WITH RESPECT TO SUCH RELEASED CLAIMS, AND AGREES THAT THIS AMENDMENT AND THE ABOVE RELEASE ARE AND WILL REMAIN EFFECTIVE IN ALL RESPECTS AS A RELEASE OF RELEASED CLAIMS NOTWITHSTANDING ANY SUCH DIFFERENCES OR ADDITIONAL FACTS. Without limiting the restrictions on the Obligated Parties to sell or assign any rights under the Loan Agreement and the other Loan Documents, the Obligated Parties represent and warrant that they have not heretofore sold, assign...
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Acknowledgements and Release. I authorize Professional Tutoring, LLC, to use any work completed by my student (or myself if over 18 years old) in connection with Professional Tutoring, as well as any photos taken of my student (myself) during tutoring, in furtherance of the business of Professional Tutoring, LLC, including, but not limited to, brochures, marketing, and social media. I acknowledge that I have read this Agreement and understand the nature of the services to be rendered and the applicable fees. I further acknowledge that I have been afforded the opportunity to discuss any questions about the terms of this Agreement before signing on the following page. I agree to the terms outlined in this Agreement. Signature: ___ _ _ _ _ _ _ _ ___ _ _ _ _ _ _ __ Parent Student Date: ___ _ _ _ _ _ _ _ ___ _ _ _ _ _ _ __ Accepted by: ___ _ _ _ _ _ _ _ ___ _ _ _ _ _ _ __
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Acknowledgements and Release. 3.1 The Client releases and discharges Xxxxxx Securities, and agrees that Rivkin Securities is not liable whatsoever for any loss which results from:
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Acknowledgements and Release. With the exception of the Net IPC Prepetition Debt, the IPC Payment shall settle all outstanding payment obligations owing between the Parties under the Agreement accruing at any time prior to the Filing Date through and including the Settlement Date. With the exception of the Net IPC Prepetition Debt and the payment of the IPC Payment, or as otherwise specifically set forth herein, this Amendment shall constitute a full and complete discharge, satisfaction, and release of any and all claims, causes of action, actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, and demands whatsoever that the GCT Group, on the one hand, and the IPC Group and the Purchaser, on the other hand, have had or have against the other in respect of any payment obligations arising out of or pursuant to the Agreement as of the Settlement Date. Notwithstanding the foregoing, the Parties shall remain obligated to each other for all other obligations under the Agreement, as modified hereby, and for any payment obligations which may arise or accrue after the Settlement Date. Subject to the payment of the IPC Payment pursuant to Section 2(e) hereof, and further subject to the payment or, if appropriate, offset, recoupment or other similar right of the Net IPC Prepetition Debt, each Party acknowledges that the other Parties and their affiliates, have complied with all of their respective obligations under the Agreement as of the Settlement Date and waives any rights it may have respecting any nonperformance; provided, that the foregoing acknowledgement and waiver shall not apply to any act or omission that would have constituted a breach of the IPC Group’s non payment obligations under the Agreement after giving effect to this Amendment, as if this Amendment had been in full force and effect as of the effective date of the Agreement.
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Acknowledgements and Release. Parent and Purchaser hereby acknowledge that, following the Closing, except for claims of Fraud and claims made pursuant to Section 8.5 or Section 10.2, the R&W Insurance Policy shall be the sole and exclusive source of recovery and remedy for any Losses sustained, suffered or incurred by Parent, Purchaser and their respective Affiliates resulting from any breach, misstatement, misrepresentation, inaccuracy or omission by any Seller Party or the Company of their respective representations and warranties contained in this Agreement or any certificate delivered in connection with this Agreement. Effective as of the Closing, except for claims of Fraud and claims arising under this Agreement, each of Parent, Purchaser and the Company, on behalf of itself and each of its Subsidiaries and Affiliates and each of its current and former officers, directors, employees, partners, members, advisors, successors and assigns (collectively, the “Releasing Parties”), hereby irrevocably and unconditionally releases and forever discharges each Seller Party and each of its respective Affiliates and each of their respective current and former officers, directors, employees, partners, managers, members, advisors, attorneys, financial advisors, lenders, successors and assigns (collectively, the “Released Parties”) of and from any and all Actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity which the Releasing Parties may have against each of the Released Parties, now or in the future, in each case in respect of any cause, matter or thing relating to Seller’s ownership of the Company occurring or arising on or prior to the Closing Date.
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Acknowledgements and Release. It is understood that Professional Tutoring, LLC, employs a number of professional staff and that different staff members may work with students on SAT/ACT Preparation, under the supervision of Xxxxx Xxxx. I authorize Professional Tutoring, LLC, to use any work completed by my student (or myself if over 18 years old) as part of the Professional Tutoring SAT/ACT Preparation Course, as well as any photos taken of my student (myself) during that course, in furtherance of the business of Professional Tutoring, LLC, including, but not limited to, brochures, marketing, and social media. I acknowledge that I have read this Agreement and understand the nature of the services to be rendered and the applicable fees. I further acknowledge that I have been afforded the opportunity to discuss any questions about the terms of this Agreement before signing below. I agree to the terms outlined in this Agreement. Signature: ___ _ ____ _ _ _ _ ___ _ _ _ _ _ _ __ Parent Student Date: ___ _ _ _ _ _ _ _ ___ _ _ _ _ _ _ __ Accepted by: ___ _ _ _ _ _ _ _ ___ _ _ _ _ _ _ __ Professional Tutoring, LLC Date Senior SAT/ACT Prep Course – FEES & PAYMENT AGREEMENT Fees: Registration Fee: $450 Tuition: $1500 Minus $50 Full Payment Discount (if applicable): $__ __ Total (will be confirmed by PT Office via invoice/email) $ Payment Plan: Will you be paying in full or with our monthly payment plan? _____ Pay in full: Registration Fee + Tuition – Discount = $1900 Payment Terms: ___ Pay monthly: Registration Fee due at time of registration, Tuition divided into 3 equal monthly installments of $500 due August 1, September 1, October 1. Space in class will be reserved upon submission of this Agreement and payment of the Registration Fee. Registration for the class commits the student and family to the full course fees. Professional Tutoring accepts payment by cash, check, bank transfer or credit card. All credit card payments will be charged a 3.6% service fee. The total tuition payment for the student is due and owed at the time of registration, in order to reserve his or her spot in a class, but as courtesy we allow our Clients to pay the remaining tuition amounts owed (after payment of the Registration Fee) in three monthly installments. This payment is due on the first of each month. Payments received after the 7th of the month will be assessed a $25 late fee. However, in the event that Professional Tutoring does not receive any tuition installment payment within 30 days of its due date, th...
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Acknowledgements and Release. 2.1 Donee acknowledges that Donee is accepting the property solely in reliance on Xxxxx’s own investigation, and the property is in “as is, where is” condition with all faults and defects, latent or otherwise. Donee expressly acknowledges that, in consideration of the agreement of Donor herein, and except as otherwise specified herein, Donor makes and has made no representations or warranties, express or implied, or arising by operation of law, including, but not limited to, any warranty as to condition, merchantability or fitness for a particular use or purpose, with respect to the property or any matter related thereto, or (without limitation) to any matter relating to the property.
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Acknowledgements and Release. The Professional Tutoring programs are designed to support students in their goals through academic tutoring, test preparation and/or coaching. Mature behavior is expected from students/families/representatives at all times. If the undersigned student’s/family’s/representative’s behavior is incompatible with the interest, harmony, comfort or welfare of the Professional Tutoring’s programs, the undersigned student may be suspended and/or dismissed from Professional Tutoring programs at the sole discretion of Professional Tutoring. In such a case, the full contracted tuition and fees will be due to Professional Tutoring as per this Agreement. No refunds will be provided. I authorize Professional Tutoring, LLC, to use any work completed by my student (or myself if over 18 years old) as part of the Professional Tutoring coaching process, as well as any photos taken of my student (myself) during that process, in furtherance of the business of Professional Tutoring, LLC, including, but not limited to, brochures, marketing, and social media. I acknowledge that I have read this Agreement and understand the nature of the services to be rendered and the applicable fees. I further acknowledge that I have been afforded the opportunity to discuss any questions about the terms of this Agreement before signing below. I agree to the terms outlined in this agreement. Signature: ___ _ _ _ _ _ _ _ ___ _ _ _ _ _ _ __ Student Responsible Party Date: ___ _ _ _ _ _ _ _ ___ _ _ _ _ _ _ __ Accepted by: ___ _ _ _ _ _ _ _ ___ _ _ _ _ _ _ __ Professional Tutoring, LLC Date For Office Use Only: ___ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _
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Related to Acknowledgements and Release

  • Acknowledgement and Reaffirmation By their execution hereof, each Borrower and the Guarantor hereby expressly (a) consents to this Amendment and to the amendments to the Credit Agreement set forth herein, (b) acknowledges that the covenants, representations, warranties and other obligations set forth in the Credit Agreement, the Notes and the other Loan Documents to which such Borrower or the Guarantor is a party remain in full force and effect (it being understood and agreed that to the extent any such covenants, representations, warranties or other obligations are expressly modified herein, such covenants, representations, warranties or obligations shall continue in full force and effect as expressly modified herein) and (c) acknowledges and agrees that this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

  • Acknowledgements and Consents Each of the parties hereby acknowledges and consents to the following:

  • ACKNOWLEDGEMENT AND CONSENT The Company is a party to the Company Collateral Documents, in each case as amended through the date hereof, pursuant to which the Company has created Liens in favor of the Agent on certain Collateral to secure the Obligations. The Parent Guarantor is a party to the Parent Collateral Documents, in each case as amended through the date hereof, pursuant to which the Parent Guarantor has created Liens in favor of the Agent on certain Collateral and pledged certain Collateral to the Agent to secure the Obligations of the Parent Guarantor. Certain Subsidiaries of the Company are parties to the Subsidiary Guaranty and/or one or more of the Subsidiary Collateral Documents, in each case as amended through the date hereof, pursuant to which such Subsidiaries have (i) guarantied the Obligations and/or (ii) created Liens in favor of the Agent on certain Collateral. The Company, the Parent Guarantor and such Subsidiaries are collectively referred to herein as the "Credit Support Parties", and the Company Collateral Documents, the Parent Collateral Documents, the Subsidiary Guaranty and the Subsidiary Collateral Documents are collectively referred to herein as the "Credit Support Documents". Each Credit Support Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement as amended by this Amendment and consents to the amendment of the Credit Agreement effected as of the date hereof pursuant to this Amendment. Each Credit Support Party acknowledges and agrees that any of the Credit Support Documents to which it is a party or otherwise bound shall continue in full force and effect. Each Credit Support Party hereby confirms that each Credit Support Document to which it is a party or otherwise bound and all Collateral encumbered thereby will continue to guaranty or secure, as the case may be, the payment and performance of all obligations guaranteed or secured thereby, as the case may be. Each Credit Support Party (other than the Company and the Parent Guarantor) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Credit Support Party is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Credit Support Party to any future amendments to the Credit Agreement.

  • Acknowledgements and Agreements Executive hereby acknowledges and agrees that in the performance of Executive’s duties to the Company during the Employment Period, Executive shall be brought into frequent contact with existing and potential customers of the Company throughout the world. Executive also agrees that trade secrets and confidential information of the Company, more fully described in Section 8(h) gained by Executive during Executive’s association with the Company, have been developed by the Company through substantial expenditures of time, effort and money and constitute valuable and unique property of the Company. Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s business that Executive not compete with the Company during Executive’s employment with the Company and not compete with the Company for a reasonable period thereafter, as further provided in the following sections. As a condition of Company entering into this Agreement, Executive must also execute the Company’s Proprietary Information and Assignments Agreement.

  • Acknowledgements of Parties The parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 7, and are fully informed regarding said provisions. They further acknowledge that the provisions of this Section 7 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure is made in the Registration Statement and Prospectus as required by the Securities Act and the Exchange Act.

  • Acknowledgement and Agreement By execution below, the Transferor expressly acknowledges and consents to the pledge of the 2022-1 SUBI Certificate and the 2022-1 SUBI and the assignment of all rights and obligations of the Transferor related thereto by the Transferee to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders. In addition, the Transferor hereby acknowledges and agrees that for so long as the Notes are Outstanding, the Indenture Trustee will have the right to exercise all powers, privileges and claims of the Transferee under this Agreement.

  • Acknowledgement and Consent to Bail In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

  • Waiver and Release In consideration for the granting of the Restricted Stock Units, the Employee hereby waives any and all claims whether known or unknown that the Employee may have against the Company and its Subsidiaries and Affiliates and their respective directors, officers, shareholders, agents or employees arising out of, in connection with or related to the Employee’s employment, except for (1) claims under this Agreement, (2) claims that arise after the date hereof and obligations that by their terms are to be performed after the date hereof, (3) claims for compensation or benefits under any compensation or benefit plan or arrangement of the Company and its Subsidiaries and Affiliates, (4) claims for indemnification respecting acts or omissions in connection with the Employee’s service as a director, officer or employee of the Company or any of its Subsidiaries and Affiliates, (5) claims for insurance coverage under directors’ and officers’ liability insurance policies maintained by the Company or any of its Subsidiaries or Affiliates, or (6) any right the Employee may have to obtain contribution in the event of the entry of judgment against the Company as a result of any act or failure to act for which both the Employee and the Company or any of its Subsidiaries or Affiliates are jointly responsible. The Employee waives any and all rights under the laws of any state (expressly including but not limited to Section 1542 of the California Civil Code), which is substantially similar in wording or effect as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the Release, which if known by him must have materially affected his settlement with the debtor. This waiver specifically includes all claims under the Age Discrimination in Employment Act of 1967, as amended. The Employee acknowledges that the Employee (a) has been advised to consult an attorney in connection with entering into this Agreement; (b) has 21 days to consider this waiver and release; and (c) may revoke this waiver and release within seven days of execution upon written notice to Legal Counsel, Employment and Labor, Law Department, Unum Group, 0 Xxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000. The waiver and release will not become enforceable until the expiration of the seven-day period. If the waiver and release is revoked during such seven-day period, the grant shall be void and of no further effect.

  • Acknowledgement and Waiver 6.1 The Subscriber has acknowledged that the decision to purchase the Shares was solely made on the Company Information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

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